One of the key areas in which Miura & Partners US clients rely on our special expertise is mergers and acquisitions. As our clients seek to grow their businesses, they typically consider many alternatives, including acquisitions, mergers, joint ventures, and strategic alliances. We help them evaluate M&A opportunities, identify risks, perform due diligence, provide tax analysis, negotiate terms, and close deals in a timely, cost-effective manner. Our M&A clients are frequently long-term corporate clients, so we have a clear understanding of their business objectives and can help them determine how certain acquisitions, alliances, or dispositions may affect their future growth.

Acquirors and targets turn to us on a broad range of M&A transactions, including complex cross-border transactions, public and private company acquisitions and dispositions, joint ventures, strategic alliances, business and asset acquisitions and sales, and spin-offs. Following the successful completion of the transaction, we work with our clients on integration and transition issues.

Our particular area of expertise is advising multinational corporations on cross-border M&A transactions, particularly those involving Japanese companies and their U.S. subsidiaries on acquisitions, joint ventures, and divestitures in the United States and Japan. We have significant experience in this area, having advised on numerous Japan-U.S. cross-border M&A transactions over more than 20 years. Critical in time-sensitive M&A transactions, we provide quick turnaround, enabling us to efficiently negotiate advantageous terms for our clients. We are able to do this because we have a skilled, collaborative, bilingual M&A legal team focused on our client’s transaction. And, we have an in-house tax attorney and a CPA who provide tax analysis and due diligence on each transaction. Additionally, our strong working relationships with other M&A advisors, including banks, accounting firms, and law firms, help facilitate the transaction. Our deep experience advising on cross border M&A transactions enables us to develop creative solutions to the unique, complex legal challenges often found on these deals.

Our notable M&A representations have included advising a major Japanese online auction platform in its asset acquisition and expansion in Silicon Valley and a leading TSE-listed medical device company in its serial acquisition program in the United States and Japan.

RECENT REPRESENTATIVE MATTERS

Corporate/Business Development

• The U.S. subsidiary of a publicly traded Japanese chemical manufacturer in compliance with U.S. import and customs requirements
• A prominent Japanese cross-border commerce provider in the analysis of applicable U.S. and state laws for issuing and selling users points and coupons
• Japanese prefectural governments in advising the companies based in those prefectures on strategies for collaborating with U.S. businesses
• A leading, privately held Japanese liquor manufacturer and distributor in the analysis of its rights in control states, franchise states, and open states, and in the review of permitted activities under the California Department of Alcoholic Beverage Control
• A publicly traded Japanese retail eyewear company in analyzing possible operational structures in compliance with U.S. and California laws, and in communicating with U.S. and California government entities regarding proposed legislation
• A multinational media company in reviewing restrictions under U.S. and state franchise laws when operating in the United States
• One of Japan’s largest rechargeable battery and rare metal recycling companies in business development efforts for its business expansion into California
• A prominent Japanese bio manufacturer of diagnostic reagents and vaccines in its expansion into the United States, and in negotiating and drafting distribution and R&D agreements with U.S. research labs and universities
• The U.S. West Coast subsidiary of a Japanese food grower and distributor in its expansion into other regions of the United States
• A U.S. car manufacturer in its negotiations with a high-end Japanese titanium wheel manufacturer
• A gourmet Japanese food and beverage producer in locating and securing real estate in California
• An innovative Japanese global educational start-up in establishing an employee stock option plan

Mergers & Acquisitions

• A prominent Japanese online auction platform provider in its asset acquisition and expansion in Silicon Valley
• One of Japan’s largest publishers in its joint venture with a publicly traded innovative Japanese IT company
• One of the oldest privately held Japanese printing and marketing corporations in its acquisition of a U.S. printing company
• A leading publicly traded Japanese freight-forwarder and shipping company in its acquisition of a U.S. company
• A major Japanese life science and biotechnology corporation in its divestiture of assets to a Silicon Valley biotechnology company
• A Japan-based internet media corporation in the sale of its Holland-based subsidiary to a Netherlands corporation and the closure of its U.S.-based subsidiary
• The Japanese acquirer in the stock purchase of a prominent U.S. motorcycle parts distributor
• A publicly traded Japanese medical device company in conducting M&A legal due diligence of potential target companies
• A Japanese freight forwarder and its U.S. subsidiary in M&A matters and in obtaining its Federal Maritime Commission license
• A publicly traded Japanese electronics components manufacturer in the divestiture of its Mexican manufacturing plant to a U.S.-based manufacture-operations corporation

Technology and Commercial Transactions

• An innovative U.S. mobile media company in negotiating its licensing agreement with a significant Japanese telecommunications company and its purchase agreement with a publicly traded Japanese diversified telecommunications and internet provider
• A major Japanese publisher and content holder in business development strategies and negotiations to license its content to several of Hollywood’s leading entertainment brands.
• A prominent Japanese scientific products manufacturer as outside corporate counsel in IP disputes, employment matters, and contract negotiations
• A TSE-listed Japanese diversified silicone products developer and supplier in settlement negotiations for patent infringement claims with a publicly traded German medical device company
• A privately held Japanese premium rice producer in corporate compliance, trademark protection, and contract reviews
• A publicly traded Japanese online game provider in defending its copyright infringement cases
• One of Japan’s largest online auction platform providers in its license agreement with the largest U.S. service provider
• A NASDAQ-listed U.S. fabless communication chip developer and provider of software products in its high-risk, high-stakes negotiations with several of Japan’s leading corporations
• A U.S. publisher in its negotiations with Japanese publishers for license rights to publish their content in the United States
• A publicly traded Japanese electronics components manufacturer in its business negotiations and drafting of patent licensing agreement with a major German medical equipment manufacturer
• A prominent Japanese medical 3-D imaging software developer in its licensing transactions with companies throughout the United States
• A Japanese mobile media marketing company in negotiating and drafting its license agreement with a U.S. advertising agency
• A leading Japanese apparel manufacturer and retailer in developing its trademark portfolio